PHOENIX — (BUSINESS WIRE) — March 4, 2016 —
ON Semiconductor Corporation (Nasdaq:
ON)
(“ON Semiconductor”) announced that it has extended its previously
announced tender offer to purchase all of the outstanding shares of
common stock of Fairchild Semiconductor International Inc. (Nasdaq:
FCS)
(“Fairchild”) for $20.00 per share in cash (the “Offer”) pending the
satisfaction of the conditions to the Offer set forth in the merger
agreement entered into on November 18, 2015 between ON Semiconductor and
Fairchild. The Offer will now expire one minute following 11:59 p.m.,
New York City time, on March 17, 2016, unless further extended as
required or permitted by the merger agreement. All other terms and
conditions of the Offer remain unchanged. Computershare Trust Company,
N.A., the depositary for the Offer, has advised ON Semiconductor that as
of the close of business, New York City time on March 3, 2016,
approximately 11,006,013 shares of common stock of Fairchild (not
including 6,000 shares tendered by notice of guaranteed delivery for
which shares have not yet been delivered) have been validly tendered and
not properly withdrawn pursuant to the Offer, representing approximately
9.7% of the outstanding shares of common stock of Fairchild.

Pending satisfaction of the conditions to the Offer, the merger
agreement requires successive 10-business day extensions of the Offer,
and ON Semiconductor currently intends to continue making such
successive extensions, subject to the other terms and conditions of the
merger agreement. This press release is being issued under applicable
securities laws in order to notify Fairchild’s stockholders of the
extension.

The completion of the Offer remains subject to certain customary terms
and conditions set forth in the Offer to Purchase, dated December 4,
2015, as amended (the “Offer to Purchase”), and other related materials
by which the Offer is being made.

About ON Semiconductor

ON Semiconductor (Nasdaq:
ON)
is driving energy efficient innovations, empowering customers to reduce
global energy use. The company is a leading supplier of
semiconductor-based solutions, offering a comprehensive portfolio of
energy efficient power and signal management, logic, standard and custom
devices. The company’s products help engineers solve their unique design
challenges in
automotive,
communications, computing, consumer, industrial, medical and
military/aerospace applications. ON Semiconductor operates a
responsive, reliable, world-class supply chain and quality program, and
a network of manufacturing facilities, sales offices and design centers
in key markets throughout North America, Europe, and the Asia Pacific
regions. For more information, visit
http://www.onsemi.com.

ON Semiconductor and the ON Semiconductor logo are registered trademarks
of Semiconductor Components Industries, LLC. All other brand and product
names appearing in this document are registered trademarks or trademarks
of their respective holders. Although the company references its website
in this news release, such information on the website is not to be
incorporated herein.

Cautions regarding Forward-Looking Statements

This document contains forward-looking statements. These forward-looking
statements include, but are not limited to, statements related to the
expiration of the Offer. These forward-looking statements are based on
information available to us as of the date of this release and current
expectations, forecasts and assumptions and involve a number of risks
and uncertainties that could cause actual results to differ materially
from those anticipated by these forward-looking statements. Such risks
and uncertainties include a variety of factors, some of which are beyond
our control. In particular, such risks and uncertainties include, but
are not limited to: the risk that one or more closing conditions to the
Offer may not be satisfied or waived, on a timely basis or otherwise;
the unsuccessful completion of the Offer; the risk that the transaction
with Fairchild does not close when anticipated, or at all, including the
risk that the requisite regulatory approvals may not be obtained;
matters arising in connection with ON Semiconductor’s and Fairchild’s
efforts to comply with and satisfy applicable regulatory approvals and
closing conditions relating to the Offer; there may be a material
adverse change of us or Fairchild or our respective businesses may
suffer as a result of uncertainty surrounding the transaction; the
transaction may involve unexpected costs, liabilities or delays;
difficulties encountered in integrating Fairchild, including the
potentially accretive benefits and synergies; failure to achieve the
anticipated results of the transactions; and risks involving
environmental or other governmental regulation. Information concerning
additional factors that could cause results to differ materially from
those projected in the forward-looking statements is contained in ON
Semiconductor’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and other of ON Semiconductor’s
filings with the Securities and Exchange Commission (the “SEC”). These
forward-looking statements are as of the date hereof and should not be
relied upon as representing our views as of any subsequent date, and we
do not undertake any obligation to update forward-looking statements to
reflect events or circumstances after the date they were made. For
additional information, visit ON Semiconductor’s corporate website,
www.onsemi.com,
or for official filings visit the SEC website,
www.sec.gov.

Notice to Investors

This press release is for informational purposes only, and it does not
constitute an offer to purchase or a solicitation of an offer to sell
any securities. The Offer is being made pursuant to a Tender Offer
Statement on Schedule TO filed by ON Semiconductor with the SEC on
December 4, 2015. Fairchild filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the Offer on
December 4, 2015. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO
PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER
OFFER DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION STATEMENT,
INCLUDING IN EACH CASE ANY AMENDMENTS OR SUPPLEMENTS THERETO, CONTAIN
IMPORTANT INFORMATION. HOLDERS OF SHARES OF FAIRCHILD COMMON STOCK ARE
URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT HOLDERS OF SHARES OF FAIRCHILD COMMON STOCK SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
The Offer to Purchase, the related Letter of Transmittal and certain
other tender offer documents, as well as the Solicitation/Recommendation
Statement, are being made available to all holders of shares of
Fairchild common stock at no expense to them. The tender offer materials
and the Solicitation/Recommendation Statement are available at no charge
on the SEC’s website at
www.sec.gov.